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                                                                     EXHIBIT 5.1



                          [LATHAM & WATKINS LETTERHEAD]




                                  July 3, 2001

Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103

               Re:  $600,000,000 Aggregate Offering Price of
                    Securities of Avery Dennison Corporation

Ladies and Gentlemen:

        This opinion is furnished in connection with the registration statement
on Form S-3 (the "Registration Statement") being filed by Avery Dennison
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the offering by the Company
from time to time, as set forth in the prospectus contained in the Registration
Statement (the "Prospectus") and as shall be set forth in one or more
supplements to the Prospectus, of up to $600,000,000 aggregate offering price
(as such amount may be increased pursuant to a registration statement filed with
the Commission under Rule 462(b) in connection with the Registration Statement)
of (i) debt securities (the "Debt Securities"), (ii) shares of preferred stock,
par value $1.00 per share (the "Preferred Stock"), (iii) shares of Preferred
Stock represented by depositary shares ("Depositary Shares"), (iv) shares of
common stock, par value $1.00 per share (the "Common Stock") or (v) warrants to
purchase Debt Securities, Preferred Stock, Depositary Shares or Common Stock
(collectively, the "Warrants"). The Debt Securities, Preferred Stock, Depositary
Shares, Common Stock and Warrants are collectively referred to as the
"Securities." The Registration Statement provides that Debt Securities may be
convertible into shares of Common Stock or Preferred Stock and Preferred Stock
may be convertible into shares of Common Stock.

        The Debt Securities will be issued pursuant to the indenture, dated as
of July 3, 2001, between the Company and Chase Manhattan Bank and Trust Company,
National Association, as Trustee, as it may be amended or supplemented by
resolutions and one or more supplemental indentures or officers' certificates in
accordance with the indenture (as so amended or supplemented, the "Indenture").
The Indenture is attached as an exhibit to the Registration Statement. The
Depositary Shares will be issued under one or more deposit agreements (each, a
"Deposit Agreement"), by and among the Company and a financial institution
identified therein as the depositary (each, a "Depositary"). The Company may
issue receipts ("Depositary Receipts") for Depositary Shares, each of which will
represent a fractional share of Preferred Stock represented by Depositary
Shares. The Warrants will be issued under one or more warrant
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July 3, 2001
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agreements (each, a "Warrant Agreement"), by and among the Company and a
financial institution identified therein as a warrant agent (each, a "Warrant
Agent").

        We are familiar with the proceedings taken and proposed to be taken by
the Company in connection with the authorization and issuance of the Securities,
and, for purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed and that the terms of each issuance
will otherwise be in compliance with law.

        We have examined such matters of fact and questions of law we considered
appropriate for purposes of rendering the opinion expressed below. We have been
furnished with and relied upon certificates of officers of the Company and
others with respect to factual matters.

        We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York, and the General Corporation Law of the State of Delaware, and we express
no opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction, or in the case of Delaware, any other laws,
or as to any matters of municipal law or the laws of any local agencies within
any state.

        Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:

        (1) When the specific terms of any particular Debt Security have been
duly established in accordance with the Indenture and applicable law, any such
Debt Security has been duly executed, authenticated and delivered against
payment therefor as contemplated by the Indenture and by the Registration
Statement and/or the applicable Prospectus Supplement, such Debt Security will
constitute a legally valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.

        (2) The Company has the authority pursuant to its Certificate of
Incorporation to issue up to 5,000,000 shares of Preferred Stock. When a series
of Preferred Stock has been duly established in accordance with the terms of the
Company's Certificate of Incorporation and applicable law, and upon adoption by
the Board of Directors of the Company of a resolution in form and content as
required by applicable law, and upon issuance and delivery of shares of such
series of Preferred Stock against payment therefor of legal consideration in
excess of the par value as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement and by such resolution, such shares of such
series of Preferred Stock will be validly issued, fully paid and nonassessable.

        (3) When a Deposit Agreement shall have been duly authorized, executed
and delivered by the Company in accordance with applicable law, the specific
terms of a particular issuance of Depositary Shares have been duly established
in accordance with the Deposit Agreement and applicable law, and the Depositary
Receipts have been duly executed and delivered by the Depositary
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against payment therefor as contemplated by the Registration Statement and/or
the applicable Prospectus Supplement and by such authorization (assuming the
underlying Preferred Stock has been validly issued and deposited with the
Depositary), such Depositary Shares will be validly issued and will entitle the
holders to the rights specified in the Depositary Receipts and such Deposit
Agreement for such Depositary Receipts.

        (4) The Company has authority pursuant to its Certificate of
Incorporation to issue up to 400,000,000 shares of Common Stock. Upon adoption
by the Board of Directors of the Company of a resolution in form and content as
required by applicable law, and upon issuance and delivery of shares of such
Common Stock against payment therefor of legal consideration in excess of the
par value as contemplated by the Registration Statement and/or the applicable
Prospectus Supplement and by such resolution, such shares of Common Stock will
be validly issued, fully paid and nonassessable.

        (5) When a Warrant Agreement shall have been duly authorized, executed
and delivered by the Company in accordance with applicable law, the specific
terms of a particular issuance of Warrants have been duly established in
accordance with the Warrant Agreement and applicable law, and the Warrants have
been duly executed, authenticated and delivered against payment therefor as
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement and by such authorization (assuming the securities issuable upon
exercise of the Warrants have been duly authorized and reserved for issuance by
all necessary corporate action and in accordance with applicable law), the
Warrants will be validly issued and will entitle the holders to the rights
specified in the Warrants and Warrant Agreement.

        The opinions set forth in paragraphs 1, 3 and 5 above are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought, and (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy. We express no opinion (i)
concerning the enforceability of the waiver of rights or defenses contained in
Section 515 of the Indenture or (ii) with respect to whether acceleration of
Debt Securities may affect the collectibility of any portion of the stated
principal amount thereof which might be determined to constitute unearned
interest thereon.

        To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the

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Trustee is duly qualified to engage in the activities contemplated by the
Indenture; that the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the legal, valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

        To the extent that the obligations of the Company under each Deposit
Agreement and the Depositary Receipts may be dependent upon such matters, we
assume for purposes of this opinion that the Depositary will be duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; that the Depositary will be duly qualified to engage in the
activities contemplated by the Deposit Agreement; that the Deposit Agreement
will be duly authorized, executed and delivered by the Depositary and will
constitute the legal, valid and binding obligation of the Depositary,
enforceable against the Depositary in accordance with its terms; that the
Depositary will be in compliance, generally and with respect to acting as a
Depositary under the Deposit Agreement, with all applicable laws and
regulations; and that the Depositary will have the requisite organizational and
legal power and authority to perform its obligations under the Deposit
Agreement.

        To the extent that the obligations of the Company under each Warrant
Agreement and the Warrants may be dependent upon such matters, we assume for
purposes of this opinion that the Warrant Agent will be duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Warrant Agent will be duly qualified to engage in the
activities contemplated by the Warrant Agreement; that the Warrant Agreement
will be duly authorized, executed and delivered by the Warrant Agent and will
constitute the legal, valid and binding obligation of the Warrant Agent,
enforceable against the Warrant Agent in accordance with its terms; that the
Warrant Agent will be in compliance, generally and with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent will have the requisite organizational
and legal power and authority to perform its obligations under the Warrant
Agreement.

        We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus included therein.

                                       Very truly yours,

                                       /s/ Latham & Watkins